Pertemuan 8 Corporations: Organization and Capital Stock Transaction 1 Tujuan Instruksional Khusus • Mahasiswa dapat menjelaskan tentang perusahaan yang go public dan perseroan yang tidak atau belum go public. (C2) • Mahasiswa dapat menjelaskan hal-hal yang terkait dengan Laba di tahan (Retained Earning). (C2) 2 Accounting Principles, 7th Edition Weygandt • Kieso • Kimmel Chapter 14 CORPORATIONS: Organization and Capital Stock Transactions Prepared by Naomi Karolinski Monroe Community College and Marianne Bradford Bryant College 3 John Wiley & Sons, Inc. © 2005 The Corporate Form of Organization • Corporation – entity created by law – separate and distinct from its owners – continued existence is dependent upon the statutes of the state in which it is incorporated • Two common bases for classification of corporations are: 1) by purpose 2) by ownership 4 Classifications of Corporations • Purpose – to earn a profit – or nonprofit • Classification by ownership – publicly-held corporations – privately held corporations 5 Classification of Corporations • Publicly-held corporations – may have thousands of stockholders – stock is regularly traded on a national securities exchange. • Privately-held corporations – often referred to as closely held corporations, usually have only a few stockholders – does not offer its stock for sale to the general public 6 Characteristics of a Corporation • Separate legal existence from its owners • Stockholders have limited liability • Ownership held in shares of capital stock – transferable units. • Ability to acquire capital through the issuance of stock • Continuous life 7 Characteristics of a Corporation • Corporate management – is at the discretion of the board of directors who are elected by the stockholders • Subject to numerous government regulations • Must pay an income tax on its earnings • Stockholders required to pay taxes on the dividends they receive: the result is double taxation 8 Corporation Organization Chart Stockholders Board of Directors President Corporate Secretary VicePresident Marketing Treasurer VicePresident Finance VicePresident Production Controller VicePresident Personnel 9 Advantages and Disadvantages of a Corporation Advantages Disadvantages Separate legal existence Limited liability of stockholders Corporation managementseparation of ownership and management Transferable ownership rights Government regulations Ability to acquire capital Additional taxes Continuous life Corporation management – professional managers 10 Forming a Corporation 1) File application with the Secretary of State in the state in which incorporation is desired 2) Articles of Incorporation charter creates the corporation 3) By-laws establishes the internal rules and procedures for conducting the affairs of the corporation and indicate the powers of parties involved 11 Organization Costs • Costs incurred in forming a corporation • Includes legal fees, state fees and promotional expenditures • Expensed as incurred since it is so difficult to determine the amount and timing of future benefits. 12 Ownership Rights of Stockholders 1) Vote 2) Share in corporate earnings through the receipt of dividends Preemptive right maintain the same percentage ownership when additional shares of common Residual claim 3) 4) Share in assets upon liquidation 13 Ownership Rights of Stockholders 14 A Stock Certificate 15 Stock Issue Considerations Authorized Stock Authorized stock – amount of stock a corporation is allowed to sell as indicated by its charter •The authorization of capital stock does not result in a formal accounting entry. This event has no immediate effect on either corporate assets or stockholders’ equity. 16 Stock Issue Considerations Issuance of Stock A corporation can issue common stock directly to investors or indirectly through an investment banking firm (brokerage house). – Direct issue is typical in closely held companies. – Indirect issue is customary for a publicly held corporation. • In an indirect issue, the investment banking firm may agree to underwrite the entire stock issue. 17 Stock market price information • Publicly held companies – traded on organized exchanges – dollar prices per share are established by the interaction between buyers and sellers • The prices set by the marketplace generally follow the trend of a company’s earnings and dividends. • A recent listing for PepsiCo is shown below: Stock Volume High Low Close Net Change PepsiCo 2,942.4m 48.88 47.31 47.5 -1.19 18 Par Value & No-Par Value Stock • Par value stock – capital stock that has been assigned a value per share in the corporate charter – represents the legal capital per share that must be retained in the business for the protection of corporate creditors • No-par stock – capital stock that has not been assigned a value in the corporate charter In many states the board of directors can assign a stated value to the shares which then becomes the legal capital per share. When there is no assigned stated value, the entire proceeds are considered to be legal capital. 19 Relationship of Par and No-par Value Stock to Legal Capital Stock Legal Capital per Share Par value No-par value with stated value No-par value without stated value Par value Stated value Entire proceeds 20 Corporate Capital • Stockholders’ equity, share-holders’ equity, or corporate capital. – Owner’s equity in a corporation • Stockholders’ equity section of a corporation’s balance sheet Paid-in (contributed) capital – Total amount of cash and other assets paid in to the corporation by stockholders in exchange for capital stock. Retained earnings Net income that is retained in a corporation. 21 Retained Earnings Retained earnings is net income that is retained in the corporation. Net income is recorded in Retained Earnings by a closing entry in which Income Summary is debited and Retained Earnings is credited. For example, if net income for Delta Robotics is $130,000 in its first year of operations, the closing entry is: Account Titles and Explanation Debit Credit 130,000 Income Summary Retained Earnings 130,000 (To close income summary and transfer net income to retained earnings) 22 Stockholders’ Equity Section If Delta Robotics has a balance of $800,000 in common stock at the end of its first year, its stockholders’ equity section is as follows: Delta Robotics Balance Sheet (partial) From Stockholders’ equity Paid-in capital previous $800,000 Common stock slide 130,000 Retained earnings TotalTotal Stockholders’ equity stockholders’ equity$930,000 23 Comparison of Owners’ Equity Accounts 24 Stockholders have all of the following rights except to: • Share corporate earnings through receipt of dividends. • Vote for the corporate officers. • Keep the same percentage ownership when new shares of stock are issued. • Share in assets upon liquidation. 25 Stockholders have all of the following rights except to: • Share corporate earnings through receipt of dividends. • Vote for the corporate officers. • Keep the same percentage ownership when new shares of stock are issued. • Share in assets upon liquidation. 26 Common Stock Issues The primary objectives in accounting for the issuance of common stock are: (1) to identify the specific sources of paidin capital (2) to maintain the distinction between paidin capital and retained earnings. 27 Issuing Par Value Common Stock for Cash When the issuance of common stock for cash is recorded, and the issue price is the same as the par value of the stock, the par value of the shares is credited to Common Stock and debited to Cash. If Hydro-Slide, Inc. issues 1,000 shares of $1 par value common stock at par for cash, the entry to record this transaction is: Account Titles and Explanation Cash Common Stock (To record issuance of 1,000 shares of $1 par common stock at par) Debit Credit 1,000 1,000 28 Issuing Par Value Common Stock for Cash When the issuance of common stock for cash is recorded, and the par value of the shares is NOT the same as the cash price, the par value is credited to Common Stock, and the portion of the proceeds that is above or below par value is recorded in a separate paid-in-capital account. Account Titles and Explanation Cash Common Stock Paid-in capital in Excess of Par Value (To record issuance of 1,000 shares of Common stock in excess of par) Debit Credit 5,000 1,000 4,000 29 Stockholders’ Equity -paid-in-capital in Excess of Par Value The total paid-in-capital from these transactions is $6,000, and the legal capital is $2,000. If Hydro-Slide, Inc. has retained earnings of $27,000, the stockholders’ equity section is as follows: Hydro-Slide, Inc. Balance Sheet (partial) Stockholders’ equity Paid-in-capital Common Stock Paid-in-capital in excess of par value Total paid-in-capital Retained earnings Total stockholders’ equity $2,000 4,000 6,000 27,000 $33,000 30 Issuing No-Par Common Stock for Cash When no-par common stock has a stated value, the stated value is credited to Common Stock. When the selling price exceeds the stated value, the excess is credited to Paid-in Capital in Excess of Stated Value. Assume that instead of $1 par value stock, Hydro-Slide Inc. has $5 stated value no-par stock and the company issues 5,000 shares at $8 per share for cash. The entry is: Account Titles and Explanation Cash Common Stock Paid-in capital in Excess of Stated Value (To record issuance of 5,000 shares of $5 stated value no-par stock) Debit Credit 40,000 25,000 15,000 31 Issuing No-Par Common Stock for Cash When no-par stock does not have a stated value, the entire proceeds from the issue are credited to Common Stock. If Hydro-Slide Inc. does not assign a stated value to its no-par stock, the issuance of the 5,000 shares at $8 per share for cash if recorded as follows: Account Titles and Explanation Cash Common Stock (To record issuance of 5,000 shares of no-par stock) Debit Credit 40,000 40,000 32 Issuing Common Stock for Services or Noncash Assets • Issued for services – Ex. compensation to attorneys or consultants, or for noncash assets, such as land • Common stock issued for services or non-cash assets – Cost is either the fair market value of the consideration given up, or the consideration received, whichever is more clearly determinable. 33 Issuing Common Stock for Services or Noncash Assets Athletic Research Inc. is a publicly held corporation. Its $5 par value is actively traded at $8 per share. The company issues 10,000 shares of stock to acquire land recently advertised for sale at $90,000. The most clearly evident value is the MARKET VALUE of the consideration given, which is $80,000. Account Titles and Explanation Land Common Stock Paid-in capital in Excess of Par Value (To record issuance of 10,000 shares of $5 par value stock for Debit 80,000 Credit 50,000 30,000 land) NOTE: The par value of the stock is NEVER a factor in determining 34 the cost of the assets received. shares of $10 par value common stock at $12 per share. In recording the transaction, credits are made to: • a. Common Stock $10,000 and Paid-in Capital in Excess of Stated Value $2,000. • b. Common Stock $12,000. • c. Common Stock $10,000 and Paid-in Capital in Excess of Par Value $2,000. • d. Common Stock $10,000 and Retained 35 Chapter 14 Earnings $2,000. shares of $10 par value common stock at $12 per share. In recording the transaction, credits are made to: • a. Common Stock $10,000 and Paid-in Capital in Excess of Stated Value $2,000. • b. Common Stock $12,000. • c. Common Stock $10,000 and Paid-in Capital in Excess of Par Value $2,000. • d. Common Stock $10,000 and Retained 36 Chapter 14 Earnings $2,000. Treasury Stock Corporation's own stock that has been issued, fully paid for, and reacquired but not retired. Why??? 1) To reissue the shares to officers or employees 2) To increase trading thereby enhancing market value 3) To have additional shares available for use in acquisitions of other companies 37 Treasury Stock Continued: 4) To reduce the number of shares outstanding and thereby increase earnings per share 5) To rid the company of disgruntled investors, perhaps to avoid a takeover 38 Stockholders’ Equity with No Treasury Stock Before the purchase of the treasury stock, the stockholders’ equity is as follows: Mead, Inc. Balance Sheet (partial) Stockholders’ equity Paid-in capital Common stock, $5 par, 10,000 shares Issued and outstanding Retained earnings Total stockholders’ equity $ 500,000 200,000 $ 700,000 39 Purchase of Treasury Stock Under the cost method, Treasury Stock is debited for the price paid for the shares. The same amount is credited to Treasury Stock when the shares are disposed of. If Mead, Inc. has 100,000 shares of $5 par value common stock outstanding (all issued at par value) and it decides to acquire 4,000 shares of its stock at $8 per share, the entry is: Account Titles and Explanation Debit Treasury Stock Cash (To record purchase of 4,000 shares of treasury stock at $8 per share) 32,000 Credit 32,000 40 Stockholders’ Equity With Treasury Stock The stockholders’ equity section of Mead, Inc. after purchase of treasury stock is as follows: Mead, Inc. Balance Sheet (partial) Stockholders’ equity Paid-in capital Common stock, $5 par, 100,000 shares issued and 96,000 shares outstanding Retained earnings Total paid-in capital and retained earnings Less: Treasury stock (4,000 shares) Total stockholders’ equity $500,000 200,000 700,000 32,000 $668,000 41 The acquisition of treasury stock REDUCES stockholders’ equity. Disposal of Treasury Stock Treasury Stock resold – Selling price of the shares is greater than cost • the difference is credited to Paid-in Capital from Treasury Stock – Selling price is less than cost • the excess of cost over selling price is usually debited to Paid-in Capital From Treasury Stock – When there is no remaining balance in Paid-in Capital From Treasury Stock, the remainder is debited to Retained Earnings. 42 Sale of Treasury Stock Above Cost Assume that 1,000 shares of treasury stock of Mead, Inc., previously acquired at $8 per share, are sold at $10 per share on July 1. The entry is: Account Titles and Explanation Cash Treasury Stock Paid-in capital from Treasury Stock (To record sale of 1,000 shares of Treasury stock above cost) Debit 10,000 Credit 8,000 2,000 Note: The $2,000 credit in the entry would not be considered a Gain on Sale of Treasury Stock 43 Sale of Treasury Stock Below Cost Assume instead that Mead, Inc. sells an additional 800 shares of treasury stock on October 1 at $7 per share, the entry is: Date Account Titles and Explanation 5,600Debit 800 Oct. 1 Cash Paid-in Capital from Treasury Stock Treasury Stock (To record sale of 800 shares of treasury stock below cost) Credit 6,400 When treasury stock is sold below its cost, the excess of cost over selling price is usually debited to Paid-in Capital from Treasury Stock. 44 Preferred Stock • Contractual provisions give it priority over common stock in certain areas: 1) distribution of earnings 2) assets in the event of liquidation. • usually do not have voting rights • shown first in the stockholders' equity section • identified separately from other stock and paid in capitals. 45 Dividend Preferences Cumulative Dividend • Cumulative dividend – preferred stockholders must be paid both current and prior year dividends before common stockholders receive any dividends • Dividends in arrears – preferred dividends not declared in a given period – not considered a liability, but the amount of the dividends in arrears should be disclosed in the notes to the financial statements 46 Dividend Preferences 47 Computation of Total Dividends to Preferred Stock If Scientific-Leasing has 5,000 shares of 7%, $100 par value cumulative preferred stock outstanding, then the annual dividend is $ 35,000 (5,000 shares x $7 per share). If dividends were two years in arrears, preferred stockholders are entitled to receive the following before any dividends are paid to common stockholders. Dividends in arrears ($35,000 x 2) Current-year dividends $ 70,000 35,000 Total preferred dividends $105,000 48 Stockholders’ Equity Presentation and Analysis • Stockholders’ equity section of the balance sheet – paid-in capital and retained earnings are reported – specific sources of paid-in capital are identified • Paid-in capital – Capital stock – Additional paid-in capital • Paid-in capital is sometimes called contributed capital. 49 Stockholders’ Equity Presentation Connally Inc. Balance Sheet (partial) Stockholders’ equity Paid-in capital Capital Stock 9% preferred stock, $100 par value, callable at $120, cumulative, 10,000 shares authorized, 6,000 shares Issued and outstanding $ Common Stock, no par, $5 stated value, 500,000 shares authorized, 400,000 shares issued, and 390,000 outstanding Additional paid-in capital In excess of par value-preferred stock In excess of par value-common stock From treasury stock Total additional paid-in capital Total paid-in capital Retained Earnings Total paid-in capital and retained earnings Less: Treasury stock-common (10,000 shares at cost) Total stockholders’ equity 600,000 2,000,000 $ 30,000 860,000 140,000 1,030,000 3,630,000 1,058,000 4,688,000 50 80,000 $4,608,000 Published Stockholders’ Equity Section KELLOGG COMPANY Balance Sheet (partial) (in millions, except per share data) Stockholders’ equity Common stock $.0.25 par value, 1,000,00,000,000 shares authorized Issued: 415,343 shares Capital in excess of par value Retained earnings Treasury stock, at cost 7,598,923 shares Accumulated other comprehensive income Total stockholders’ equity $ 104.1 49.9 1,873.0 (278.2) (853.4) $ 895.4 51 Book Value Per Share Formula • Represents the equity a common stockholder has in the net assets of the corporation from owning one share of stock • Formula for computing book value per share – If corporation has only one class of stock is: Total Stockholders’ Equity / Number of Common Shares Outstanding = Book Value per Share 52 Book Value versus Market Value • Book value per share – based on recorded costs • Market value per share – reflects subjective judgments of thousands of stockholders and prospective investors about the company’s potential for future earnings and dividends – may exceed book value per share, but that fact does not necessarily mean that the stock is overpriced 53 Book and Market Values Compared The correlation between book value and the annual range of a company’s market value per share is often remote, as indicated by the following data: Company Limited, Inc. HJ Heinz Company Cisco Systems Wal-Mart Stores Book Value (year-end) $8.25 $5.25 $3.92 $9.10 Market Range (for year) $22.34-$12.53 $43.48-$29.60 $21.84-$12.24 $63.90-$43.70 54 COPYRIGHT Copyright © 2005 John Wiley & Sons, Inc. All rights reserved. Reproduction or ranslation of this work beyond that permitted in Section 117 of the 1976 United States Copyright Act without the express written consent of the copyright owner is unlawful. Request for further information should be addressed to the Permissions Department, John Wiley & Sons, Inc. The purchaser may make back-up copies for his/her own use only and not for distribution or resale. The Publisher assumes no responsibility for errors, omissions, or damages, caused by the use of these programs or from the use 55 of the information contained herein.